Assignment of Trademark with Goodwill

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What is included


In both instances, assignment is the process whereby a person, the assignor, transfers rights or benefits to another, the assignee.  The right or benefit being assigned may be a gift (such as a waiver) or it may be paid for with a contractual consideration such as money.


A trademark is a word or symbol (it can also be a smell or a colour but these are less common) used to distinguish the goods or services of one seller from those of another.

A trademark can be in the form of a word, phrase, letter, number, sound, scent, logo, picture, symbol, shape, colour, and aspect of packaging or any combination of these.

Registered trademarks give exclusive rights to use, license or sell that mark for the classes of goods and services in which they have been registered. International trademarks can be acquired via the Madrid Protocol once an Australian trademark has been registered. Registration in Australia confers a National monopoly on the mark.

The legislation governing the registration of trade marks in Australia is found in the Trade Marks Act 1995 (the ‘TM Act’) and the Trademarks Regulations 1995 (the ‘TM Regulations’). This suite is not concerned with the registration of Trademarks or other administrative procedures related to the operations of IP Australia.

The administration of the trademark registration system is undertaken by the Australian Trademarks Office of IP Australia.  IP Australia is an Australian Government agency, having responsibility for administering patents and trademarks, and other intellectual property rights in Australia.

A proprietor of a registered trademark can stop other persons from using mark on similar goods and services. However, if your client’s trade mark is well known in Australia then your client may be able to prevent another person from using the same or similar words on goods or services that are unrelated to their registered goods or services.

An assignment of a trademark with goodwill requires a form to be lodged with IP Australia. There are no filing fees payable for lodgement of the form. The form may be downloaded from the IP Australia website which can be reached by clicking here.

In addition to the form, IP Australia requires evidence of the assignment. Any of the deeds of transfer provided with this precedent suite are sufficient.

The deeds are suitable for the Trademark Transfer with Goodwill as part of a sale of business. Includes:

  • Definitions, interpretation
  • Terms of Assignment
  • Assignor’s warranties
  • Further assurances
  • General provisions

Includes a description of the Trademark(s) in the Schedule, and attach any graphical representations to Annexure A.

Assignment of Trademark  with Goodwill

7 pages long.

includes gst


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What is an Assignment of Trademark

An assignment of an unregistered common law trademark is essential for legally transferring ownership of a trademark established through use rather than formal registration. By clearly defining the trademark details, assignment terms, consideration, warranties, and governing law, this agreement ensures that both parties understand their rights and obligations. Both parties should carefully review and negotiate the terms of the assignment to ensure their interests are adequately protected.

Key Elements

Key Elements of an Assignment of Trademark with Goodwill

  1. Parties Involved:

    • Identification of the assignor (current owner of the trademark) and the assignee (new owner of the trademark), including their legal names and contact information.
  2. Trademark Details:

    • A detailed description of the trademark being assigned, including the trademark registration number (if registered), the class of goods or services, and any associated logos or symbols.
  3. Assignment Terms:

    • A clear statement that the assignor is transferring all rights, title, and interest in the trademark and its associated goodwill to the assignee.
    • The effective date of the assignment.
  4. Consideration:

    • The financial terms of the assignment, including any payment or consideration provided by the assignee to the assignor in exchange for the trademark and goodwill.
  5. Goodwill:

    • A statement that the assignment includes the transfer of all goodwill associated with the trademark, ensuring that the assignee benefits from the established reputation and customer loyalty.
  6. Warranties and Representations:

    • Warranties provided by the assignor regarding their ownership of the trademark and goodwill, and their authority to transfer them.
    • Any assurances that the trademark and goodwill are free from any liens or encumbrances.
  7. Indemnification:

    • Provisions specifying that the assignor will indemnify the assignee against any claims arising from the assignor’s prior use of the trademark.
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